Irwin v. Colburn

CRAIG, J.

This action is one upon five promissory notes made and executed by the defendant, Philip Colburn, to the plaintiff and alleged to be duly indorsed by the appellant, the Standard Canning Company of San Diego. Upon a trial judgment was rendered for the plaintiff.

Appellant does not dispute that the indorsement was placed upon each of the notes in question over the seal of the corporation, together with its guaranty of payment and a waiver of presentation to maker, demand of payment, protest, and notice of nonpayment. It is undisputed that these indorsements, guaranties, and waivers were signed by the defendant through Hendee, who was then president, and Williams, then secretary, of the defendant corporation. These notes were executed and delivered with the indorsements and waivers thereon to Irwin in connection with the following transaction: Colburn was to rent certain farm land belonging to Irwin for the purpose of raising tomatoes. He was- to sell the tomatoes to the defendant company. He gave the promissory notes to pay for the rent of the premises. Colburn was unknown to Irwin, who had had former transactions of a similar character concerning the same land with the Standard Canning Company and another tenant. After certain negotiations, carried on principally by Williams, purporting to represent the Standard Canning Company, with Irwin, and to which Colburn was a party, it was agreed that the lease and notes should be executed by the

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respective parties. This was done. On the same day, and as a part of the same transaction between Colburn and the Canning Company, these parties signed and executed a written agreement referring to the lease and the notes and in which it was stipulated that Colburn should plant and raise the tomatoes and sell them to the Canning Company and the Canning Company agreed to indorse and guarantee the payment of the notes. Thereafter Colburn entered upon the premises and raised a crop of tomatoes which he sold and delivered to the Canning Company. Neither the principal nor the interest upon the notes were paid.

It was part of the duty of Williams as secretary of the Canning Company to arrange contracts on its behalf for the purchase of fruits and vegetables to be used by it in canning. The company made a practice as part of its business of contracting with farmers to raise tomatoes to be purchased by it and canned and later sold in the market. This was its regular business. A letter was introduced in evidence written by E. A. Edmonds, manager of the Canning Company, asking an extension of thirty days in which to pay the notes. This letter was sent to the plaintiff after he had made several efforts to collect.